As filed with the Securities and Exchange Commission on December 1, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-03023
FORUM FUNDS
Three Canal Plaza, Suite 600
Portland, Maine 04101
Zachary Tackett, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
Date of fiscal year end: March 31
Date of reporting period: April 1, 2023 – September 30, 2023
ITEM 1. REPORT TO STOCKHOLDERS.
SEMI-ANNUAL
REPORT
//
September
30,
2023
(Unaudited)
Payson
Total
Return
Fund
Table
of
Contents
September
30,
2023
IMPORTANT
INFORMATION
An
investment
in
the
Fund
is
subject
to
risk,
including
the
possible
loss
of
principal.
Other
Fund
risks
include
equity
risk,
convertible
securities
risk,
debt
securities
risk,
sector
risk,
exchange-traded
funds
risk,
interest
rate
risk,
credit
risk,
inflation
indexed
security
risk,
U.S.
government
securities
risk,
value
investment
risk,
mortgage-related
and
other
asset-backed
securities
risk,
and
foreign
investments
risk.
Foreign
investing
involves
certain
risks
and
increased
volatility
not
associated
with
investing
solely
in
the
U.S.,
including
currency
fluctuations,
economic
or
financial
instability,
lack
of
timely
or
reliable
financial
information
or
unfavorable
political
or
legal
developments.
Mortgage-related
and
other
asset-backed
securities
risks
include
extension
risk
and
prepayment
risk.
In
addition,
the
Fund
invests
in
midcap
companies,
which
pose
greater
risks
than
those
associated
with
larger,
more
established
companies.
There
is
no
assurance
that
the
Fund
will
achieve
its
investment
objective.
Schedule
of
Investments
1
Statement
of
Assets
and
Liabilities
3
Statement
of
Operations
4
Statements
of
Changes
in
Net
Assets
5
Financial
Highlights
6
Notes
to
Financial
Statements
7
Additional
Information
12
Payson
Total
Return
Fund
SCHEDULE
OF
INVESTMENTS
September
30,
2023
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
September
30,
2023.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
97.3%
Consumer
Discretionary
-
9.5%
4,375
AutoZone,
Inc. (a)
$
11,112,456
14,548
Lowe's
Cos.,
Inc.
3,023,656
19,944
Polaris,
Inc.
2,076,968
27,285
The
Home
Depot,
Inc.
8,244,436
24,457,516
Consumer
Staples
-
2.0%
10,325
Thermo
Fisher
Scientific,
Inc.
5,226,205
Energy
-
4.7%
37,160
Chevron
Corp.
6,265,919
37,284
Marathon
Petroleum
Corp.
5,642,561
11,908,480
Financials
-
17.8%
17,696
Aon
PLC,
Class A
5,737,397
41,650
Berkshire
Hathaway,
Inc.,
Class B (a)
14,589,995
31,206
LPL
Financial
Holdings,
Inc.
7,416,106
21,760
Mastercard,
Inc.,
Class A
8,615,002
40,725
Visa,
Inc.,
Class A
9,367,157
45,725,657
Health
Care
-
7.5%
36,735
AbbVie,
Inc.
5,475,719
21,630
Amgen,
Inc.
5,813,279
15,953
GE
HealthCare
Technologies,
Inc.
1,085,442
25,730
Johnson
&
Johnson
4,007,447
5,830
UnitedHealth
Group,
Inc.
2,939,428
19,321,315
Industrials
-
5.4%
47,150
AMETEK,
Inc.
6,966,884
84,285
Otis
Worldwide
Corp.
6,768,929
13,735,813
Information
Technology
-
50.4%
13,172
Accenture
PLC,
Class A
4,045,253
24,930
Adobe,
Inc. (a)
12,711,807
138,817
Alphabet,
Inc.,
Class A (a)
18,165,593
78,490
Apple,
Inc.
13,438,273
19,855
Broadcom,
Inc.
16,491,166
Shares
Security
Description
Value
Information
Technology
-
50.4%
(continued)
48,200
CDW
Corp.
$
9,724,832
208,126
HP,
Inc.
5,348,838
18,000
Lam
Research
Corp.
11,281,860
24,945
Meta
Platforms,
Inc.,
Class A (a)
7,488,738
23,215
Microsoft
Corp.
7,330,136
26,026
NXP
Semiconductors
NV
5,203,118
40,000
Taiwan
Semiconductor
Manufacturing
Co.,
Ltd.,
ADR
3,476,000
38,785
Texas
Instruments,
Inc.
6,167,203
43,359
WEX,
Inc. (a)
8,155,394
129,028,211
Total
Common
Stock
(Cost
$174,321,605)
249,403,197
Investments,
at
value
-
97.3%
(Cost
$174,321,605)
$
249,403,197
Other
Assets
&
Liabilities,
Net
-
2.7%
6,846,624
Net
Assets
-
100.0%
$
256,249,821
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
249,403,197
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
249,403,197
Payson
Total
Return
Fund
SCHEDULE
OF
INVESTMENTS
September
30,
2023
See
Notes
to
Financial
Statements.
PORTFOLIO
HOLDINGS
%
of
Total
Investments
Consumer
Discretionary
9.8%
Consumer
Staples
2.1%
Energy
4.8%
Financials
18.3%
Health
Care
7.8%
Industrials
5.5%
Information
Technology
51.7%
100.0%
Payson
Total
Return
Fund
Statement
of
Assets
and
Liabilities
September
30,
2023
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$174,321,605)
$
249,403,197
Cash
6,752,295
Receivables:
Fund
shares
sold
321,054
Dividends
and
interest
147,226
Prepaid
expenses
22,999
Total
Assets
256,646,771
LIABILITIES
Payables:
Fund
shares
redeemed
81,034
Distributions
payable
126,035
Accrued
Liabilities:
Investment
adviser
fees
129,988
Trustees’
fees
and
expenses
27
Fund
services
fees
28,356
Other
expenses
31,510
Total
Liabilities
396,950
NET
ASSETS
$
256,249,821
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
175,500,786
Distributable
Earnings
80,749,035
NET
ASSETS
$
256,249,821
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
9,626,556
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
26.62
Payson
Total
Return
Fund
Statement
of
Operations
FOR
THE
SIX
MONTHS
ENDED
SEPTEMBER
30,
2023
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$13,440)
$
1,882,900
Interest
income
95,887
Total
Investment
Income
1,978,787
EXPENSES
Investment
adviser
fees
761,011
Fund
services
fees
174,421
Custodian
fees
12,716
Registration
fees
12,579
Professional
fees
26,636
Trustees'
fees
and
expenses
5,097
Other
expenses
34,065
Total
Expenses
1,026,525
NET
INVESTMENT
INCOME
952,262
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
5,869,902
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
12,017,615
NET
REALIZED
AND
UNREALIZED
GAIN
17,887,517
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
18,839,779
Payson
Total
Return
Fund
Statements
of
Changes
in
Net
Assets
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
September
30,
2023
For
the
Year
Ended
March
31,
2023
OPERATIONS
Net
investment
income
$
952,262
$
2,863,256
Net
realized
gain
5,869,902
1,585,856
Net
change
in
unrealized
appreciation
(depreciation)
12,017,615
(21,276,307)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
18,839,779
(16,827,195)
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
(956,861)
(6,059,082)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
13,169,315
79,389,467
Reinvestment
of
distributions
628,629
4,924,970
Redemption
of
shares
(13,846,376)
(45,357,046)
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
(48,432)
38,957,391
Increase
in
Net
Assets
17,834,486
16,071,114
NET
ASSETS
Beginning
of
Period
238,415,335
222,344,221
End
of
Period
$
256,249,821
$
238,415,335
SHARE
TRANSACTIONS
Sale
of
shares
494,696
3,211,535
Reinvestment
of
distributions
23,490
199,667
Redemption
of
shares
(524,028)
(1,865,222)
Increase
(Decrease)
in
Shares
(5,842)
1,545,980
Payson
Total
Return
Fund
Financial
Highlights
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
September
30,
2023
For
the
Years
Ended
March
31,
2023
2022
2021
2020
2019
NET
ASSET
VALUE,
Beginning
of
Period
$
24.75
$
27.50
$
27.20
$
18.17
$
19.37
$
17.76
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.10
0.29
0.14
0.17
0.15
0.13
Net
realized
and
unrealized
gain
(loss)
1.87
(2.45)
3.92
10.75
(1.20)
1.61
Total
from
Investment
Operations
1.97
(2.16)
4.06
10.92
(1.05)
1.74
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.10)
(0.28)
(0.14)
(0.17)
(0.15)
(0.13)
Net
realized
gain
–
(0.31)
(3.62)
(1.72)
–
–
Total
Distributions
to
Shareholders
(0.10)
(0.59)
(3.76)
(1.89)
(0.15)
(0.13)
NET
ASSET
VALUE,
End
of
Period
$
26.62
$
24.75
$
27.50
$
27.20
$
18.17
$
19.37
TOTAL
RETURN
7.96%(b)
(7.81)%
14.82%
61.37%
(5.48)%
9.83%
RATIOS/
SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
256,250
$
238,415
$
222,344
$
170,824
$
104,475
$
108,910
Ratios
to
Average
Net
Assets:
Net
investment
income
0.75%(c)
1.17%
0.50%
0.72%
0.74%
0.71%
Net
expenses
0.81%(c)
0.82%
0.82%
0.85%
0.86%
0.89%
PORTFOLIO
TURNOVER
RATE
26%(b)
51%
87%
64%
25%
27%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Not
annualized.
(c)
Annualized.
Payson
Total
Return
Fund
Notes
to
Financial
Statements
Note
1.
Organization
The
Payson
Total
Return
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
commenced
operations
on
November
25,
1991.
The
Fund
seeks
a
combination
of
high
current
income
and
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
period.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust’s
Board
of
Trustees
(the
“Board”)
has
designated
the
Adviser,
as
defined
in
Note
4,
as
the
Fund’s
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
the
Fund.
The
Adviser
is
subject
to
the
oversight
of
the
Board
and
certain
reporting
and
other
requirements
intended
to
provide
the
Board
the
information
needed
to
oversee
the
Adviser’s
fair
value
determinations.
The
Adviser
is
responsible
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
in
accordance
with
policies
and
procedures
that
have
been
approved
by
the
Board.
Under
these
procedures,
the
Adviser
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Board
has
approved
the
Adviser’s
fair
valuation
procedures
as
a
part
of
the
Fund’s
compliance
program
and
will
review
any
changes
made
to
the
procedures.
The
Adviser
provides
fair
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
Payson
Total
Return
Fund
Notes
to
Financial
Statements
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Adviser
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
net
asset
value
(“NAV”)
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
September
30,
2023,
for
the
Fund’s
investments
is
included
at
the
end
of
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Non-cash
dividend
income
is
recorded
at
the
fair
market
value
of
the
securities
received.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par,
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Payson
Total
Return
Fund
Notes
to
Financial
Statements
Distributions
to
Shareholders
–
Distributions
to
shareholders
of
net
investment
income,
if
any,
are
declared
and
paid
quarterly.
Distributions
to
shareholders
of
net
capital
gains
and
net
foreign
currency
gains,
if
any,
are
declared
and
paid
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
–
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
Statement
of
Operations.
During
the
period,
the
Fund
did
not
incur
any
interest
or
penalties.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
September
30,
2023,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contract.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
The
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
the
Fund’s
balance
sheet.
Note
3.
Cash
–
Concentration
in
Uninsured
Account
For
cash
management
purposes,
the
Fund
may
concentrate
cash
with
the
Fund’s
custodian.
This
typically
results
in
cash
balances
exceeding
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
insurance
limits.
As
of
September
30,
2023,
the
Fund
had
$6,502,295
at
US
Bank,
N.A.
that
exceeded
the
FDIC
insurance
limit.
Payson
Total
Return
Fund
Notes
to
Financial
Statements
Note
4.
Fees
and
Expenses
Investment
Adviser
–
H.M.
Payson
&
Co.
(the
“Adviser”)
is
the
investment
adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.60%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC,
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(d/b/a
ACA
Group)
(the
“Distributor”),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Fund.
The
Fund
does
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Fund
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
for
the
Chairman).
The
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
the
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-
of-pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
the
Fund
is
disclosed
in
the
Statement
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
the
Fund.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments,
during
the
period
ended
September
30,
2023
were
$64,469,146
and
$70,396,951,
respectively.
Payson
Total
Return
Fund
Notes
to
Financial
Statements
Note
6.
Federal
Income
Tax
As
of
September
30,
2023,
the
cost
of
investments
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes and
the
components
of
net
unrealized appreciation were
as
follows:
As
of
March
31,
2023
,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
treatment
of
distributions
payable.
As
of
March
31,
2023,
the
Fund
had
$197,778
of
available
short-term
capital
loss
carryforwards
that
have
no
expiration
date.
Note
7.
Recent
Accounting
Pronouncements
In
June
2022,
the
Financial
Accounting
Standards
Board
issued
Accounting
Standards
Update
2022-03,
which
amends
Fair
Value
Measurement
(Topic
820);
Fair
Value
Measurement
of
Equity
Securities
Subject
to
Contractual
Sale
Restrictions
(“ASU
2022-03”).
ASU
2022-03
clarifies
guidance
for
fair
value
measurement
of
an
equity
security
subject
to
a
contractual
sale
restriction
and
establishes
new
disclosure
requirements
for
such
equity
securities.
ASU
2022-03
is
effective
for
fiscal
years
beginning
after
December
15,
2023,
and
for
interim
periods
within
those
fiscal
years,
with
early
adoption
permitted.
Management
is
currently
evaluating
the
impact
of
these
amendments
on
the
financial
statements.
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
the
Fund
has
had
no
such
events.
Gross
Unrealized
Appreciation
$
76,576,657
Gross
Unrealized
Depreciation
(1,495,065)
Net
Unrealized
Appreciation
$
75,081,592
Undistributed
Ordinary
Income
$
290,452
Capital
and
Other
Losses
(197,778)
Unrealized
Appreciation
63,063,977
Other
Temporary
Differences
(290,534)
Total
$
62,866,117
Payson
Total
Return
Fund
Additional
Information
September
30,
2023
Investment
Advisory
Agreement
Approval
At
the
June
8,
2023
Board
meeting,
the
Board,
including
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
H.M.
Payson
&
Co.
(the
“Adviser”)
and
the
Trust
pertaining
to
the
Fund
(the
“Advisory
Agreement”).
In
preparation
for
its
deliberations,
the
Board
requested
and
reviewed
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board's
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust's
administrator.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser,
and
was
advised
by
independent
Trustee
counsel.
At
the
meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Fund
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Fund
and
the
Adviser;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
of
its
relationship
with
the
Fund;
(3)
the
advisory
fee
and
total
expense
ratio
of
the
Fund
as
compared
to
those
of
a
relevant
peer
group
of
funds;
(4)
the
extent
to
which
economies
of
scale
may
be
realized
as
the
Fund
grows
and
whether
the
advisory
fee
enables
the
Fund's
investors
to
share
in
the
benefits
of
economies
of
scale;
and
(5)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund.
In
addition,
the
Board
recognized
that
the
evaluation
process
with
respect
to
the
Adviser
was
an
ongoing
one
and,
in
this
regard,
the
Board
considered
information
provided
by
the
Adviser
at
regularly
scheduled
meetings
during
the
past
year.
Nature,
Extent
and
Quality
of
Services
Based
on
written
materials
received,
a
presentation
from
senior
representatives
of
the
Adviser
and
a
discussion
with
the
Adviser
about
the
Adviser’s
personnel,
operations
and
financial
condition,
the
Board
considered
the
quality
of
services
provided
by
the
Adviser
under
the
Advisory
Agreement.
In
this
regard,
the
Board
considered
information
regarding
the
experience,
qualifications
and
professional
background
of
the
portfolio
managers
and
other
personnel
at
the
Adviser
with
principal
responsibility
for
the
Fund,
as
well
as
the
investment
philosophy
and
decision-making
process
of
the
Adviser
and
the
capability
and
integrity
of
the
Adviser’s
senior
management
and
staff.
The
Board
considered
also
the
adequacy
of
the
Adviser’s
resources.
The
Board
noted
the
Adviser’s
representations
that
the
firm
is
in
stable
financial
condition
and
has
the
operational
capability,
the
staffing
and
experience,
and
the
financial
strength
necessary
to
continue
providing
high-quality
investment
advisory
services
to
the
Fund.
Based
on
the
presentation
and
the
materials
provided
by
the
Adviser
in
connection
with
the
Board’s
consideration
of
the
renewal
of
the
Advisory
Agreement,
among
other
relevant
factors,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
provided
to
the
Fund
under
the
Advisory
Agreement.
Payson
Total
Return
Fund
Additional
Information
September
30,
2023
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Fund,
the
Board
reviewed
the
performance
of
the
Fund
as
compared
to
its
primary
benchmark
index.
The
Board
observed
that
the
Fund
underperformed
its
primary
benchmark
index,
the
S&P
500
Index,
for
the
one-
and
10-year
periods
ended
March
31,
2023,
and
for
the
period
since
the
Fund’s
inception
on
November
25,
1991,
and
outperformed
the
benchmark
for
the
three-
and
five-year
periods
ended
March
31,
2023.
The
Board
also
considered
the
Fund’s
performance
relative
to
an
independent
peer
group
of
funds
identified
by
Strategic
Insight,
Inc.
(“Strategic
Insight”)
as
having
characteristics
similar
to
those
of
the
Fund.
The
Board
observed
that,
based
on
the
information
provided
by
Strategic
Insight,
the
Fund
underperformed
the
average
of
its
Strategic
Insight
peers
for
the
one-year
period
ended
March
31,
2023
and
outperformed
the
average
of
its
Strategic
Insight
peers
for
the
three-,
five-,
and
10-year
periods
ended
March
31,
2023.
The
Board
noted
the
Adviser’s
representation
that
the
Fund’s
relative
underperformance
during
the
one-year
period
could
be
attributed,
at
least
in
part,
to
the
sector
weightings
and,
specifically,
the
Fund’s
overexposure
to
the
health
care
sector,
which
underperformed
the
market
as
a
whole
during
the
period.
The
Board
also
noted
the
Adviser’s
representations
that
the
Fund’s
underperformance
for
the
one-year
period
relative
to
the
benchmark
index
and
peers
was
minimal
and
that
the
Adviser
remained
comfortable
with
the
Fund’s
performance
during
the
year.
In
consideration
of
the
Adviser’s
investment
style
and
the
foregoing
performance
information,
among
other
considerations,
the
Board
determined
that
the
Fund
and
its
shareholders
could
benefit
from
the
Adviser’s
continued
management
of
the
Fund.
Compensation
The
Board
evaluated
the
Adviser’s
compensation
for
providing
advisory
services
to
the
Fund
and
analyzed
comparative
information
on
the
net
advisory
fee
rate
and
net
total
expenses
of
the
Fund
as
compared
to
its
Strategic
Insight
peer
group.
The
Board
observed
that
the
Fund’s
net
advisory
fee
rate
and
net
total
expense
ratio
were
each
lower
than
the
median
of
its
Strategic
Insight
peers.
Based
on
the
foregoing
and
other
applicable
considerations,
the
Board
concluded
that
the
advisory
fee
rate
charged
to
the
Fund
was
reasonable.
Cost
of
Services
and
Profitability
The
Board
evaluated
information
provided
by
the
Adviser
regarding
the
costs
of
services
and
its
profitability
with
respect
to
the
Fund.
In
this
regard,
the
Board
considered
the
Adviser’s
resources
devoted
to
the
Fund,
as
well
as
the
information
provided
by
the
Adviser
regarding
the
costs
and
profitability
of
its
Fund
activities.
The
Board
noted
the
Adviser’s
representation
that
it
does
not
assess
the
profitability
of
its
relationship
with
the
Fund
separate
and
apart
from
that
of
the
adviser
as
a
whole,
though
administrative
and
compliance
costs
attributable
to
the
Fund
were
believed
to
have
increased
in
recent
years
relative
to
the
Adviser’s
other
advisory
clients.
Based
on
these
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
profitability
attributable
to
management
of
the
Fund
was
reasonable.
Payson
Total
Return
Fund
Additional
Information
September
30,
2023
Economies
of
Scale
The
Board
evaluated
whether
the
Fund
would
benefit
from
any
economies
of
scale.
In
this
respect,
the
Board
considered
the
Fund’s
fee
structure,
asset
size,
and
net
expense
ratio.
The
Board
also
considered
the
Adviser’s
representation
that
the
Fund
could
potentially
benefit
from
economies
of
scale
if
its
assets
were
to
increase
but
that,
in
light
of
the
Fund’s
current
asset
levels,
the
Adviser
was
not
proposing
breakpoints
in
the
advisory
fee
at
this
time.
Based
on
the
foregoing
information
and
other
applicable
factors,
and
in
light
of
the
relatively
stable
asset
levels
in
the
Fund,
the
Board
concluded
that
the
asset
level
of
the
Fund
was
not
consistent
with
the
existence
of
economies
of
scale
and
that
the
advisory
fee
remained
reasonable
in
light
of
the
current
information
provided
to
the
Board
with
respect
to
economies
of
scale.
Other
Benefits
The
Board
noted
the
Adviser’s
representation
that,
aside
from
its
contractual
advisory
fees,
it
does
not
benefit
in
a
material
way
from
its
relationship
with
the
Fund.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund
were
not
a
material
factor
to
consider
in
approving
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
and
its
consideration
of
information
received
throughout
the
year
from
the
Adviser,
the
Board
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
the
advisory
arrangement,
as
outlined
in
the
Advisory
Agreement,
was
fair
and
reasonable
in
light
of
the
services
performed
or
to
be
performed,
expenses
incurred
or
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
Liquidity
Risk
Management
Program
The
Fund
has
adopted
and
implemented
a
written
liquidity
risk
management
program,
as
required
by
Rule
22e-4
(the
“Liquidity
Rule”)
under
the
Investment
Company
Act
of
1940,
as
amended.
The
liquidity
risk
management
program
is
reasonably
designed
to
assess
and
manage
the
Fund’s
liquidity
risk,
taking
into
consideration,
among
other
factors,
the
Fund’s
investment
strategy
and
the
liquidity
of
the
portfolio
investments
during
normal
and
reasonably
foreseeable
stressed
conditions,
its
short
and
long-term
cash
flow
projections
and
its
cash
holdings
and
access
to
other
funding
sources.
The
Board
approved
the
designation
of
a
Liquidity
Committee
as
the
administrator
of
the
liquidity
risk
management
program
(the
“Program
Administrator”).
The
Program
Administrator
is
responsible
for
the
administration
and
oversight
of
the
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
Payson
Total
Return
Fund
Additional
Information
September
30,
2023
regarding,
among
other
things,
the
program’s
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund’s
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2022
through
June
30,
2023
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
14,
2023.
The
Program
Administrator’s
written
report
stated
that:
(i)
the
Fund
is
able
to
meet
redemptions
in
normal
and
reasonably
foreseeable
stressed
conditions
and
without
significant
dilution
of
remaining
shareholders’
interests
in
the
Fund;
(ii)
the
Fund’s
strategy
is
appropriate
for
an
open-end
mutual
fund;
(iii)
the
liquidity
classification
determinations
regarding
the
Fund’s
portfolio
investments,
which
take
into
account
a
variety
of
factors
and
may
incorporate
analysis
from
one
or
more
third-party
data
vendors,
remained
appropriate;
(iv)
the
Fund
did
not
approach
the
internal
triggers
set
forth
in
the
liquidity
risk
management
program
or
the
regulatory
percentage
limitation
(15%)
on
holdings
in
illiquid
investments;
(v)
it
continues
to
be
appropriate
to
not
set
a
“highly
liquid
investment
minimum”
for
the
Fund
because
the
Fund
primarily
holds
“highly
liquid
investments”;
and
(vi)
the
liquidity
risk
management
program
remains
reasonably
designed
and
adequately
implemented
to
prevent
violations
of
the
Liquidity
Rule.
No
significant
liquidity
events
impacting
the
Fund
or
proposed
changes
to
the
Program
were
noted
in
the
report.
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(800)
805-
8258
and
on
the
SEC
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-
month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(800)
805-8258
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund
,
you
incur
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
April
1,
2023
through
September
30,
2023.
Payson
Total
Return
Fund
Additional
Information
September
30,
2023
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
Beginning
Account
Value
April
1,
2023
Ending
Account
Value
September
30,
2023
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Actual
$
1,000.00
$
1,079.57
$
4.21
0.81%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.95
$
4.09
0.81%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(183)
divided
by
366
to
reflect
the
half-year
period.
FOR
MORE
INFORMATION
Payson
Total
Return
Fund
P.O.
Box
588
Portland,
Maine
04112
(800)
805-8258
(toll
free)
www.hmpayson.com
Transfer
Agent
Apex
Fund
Services
P.O.
Box
588
Portland,
Maine
04112
www.apexgroup.com
Distributor
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
Maine
04101
www.foreside.com
Investment
Company
Act
File
No.
811-03023
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
Semi-Annual
Report
September
30,
2023
(Unaudited)
Beck
Mack
+
Oliver
Partners
Fund
Beck
Mack
+
Oliver
Partners
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
September
30,
2023
Dear
Fellow
Shareholder:
The
Beck
Mack
+
Oliver
Partners
Fund
(the
“Partners
Fund”)
returned
+10.45%
net
of
fees
and
expenses
for
the
six-month
semi-annual
period
ended
September
30,
2023
(the
“Semi-Annual
Period”),
resulting
in
a
net
asset
value
of
$19.13.
By
comparison,
during
the
Semi-Annual
Period,
the
S&P
500
Index
(the
“S&P
500”),
which
is
the
Partners
Fund’s
principal
benchmark,
returned
+5.18%.
Performance
Update
We
were
pleased
with
the
performance
of
the
Partners
Fund
during
the
Semi-Annual
Period,
as
its
total
returns
were
more
than
double
those
of
the
S&P
500.
The
portfolio
benefited
from
strong
performance
by
many
of
the
largest
positions
as
well
as
by
some
of
the
more
recent
additions.
We
have
also
been
pleased
with
the
performance
of
the
Partners
Fund
over
the
last
few
years,
which
we
believe
reflects
both
intrinsic
value
creation
at
the
individual
portfolio
companies
and
the
identification
of
attractive
new
investment
ideas
during
that
time
period.
Performance
data
quoted
represent
past
performance
and
are
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
an
investor’s
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(800)
943-6786.
Largest
Positive
&
Negative
Contributors
The
table
below
indicates
the
largest
positive
and
negative
contributors
to
investment
performance
as
well
as
the
total
returns
of
the
respective
securities
during
the
Semi-Annual
Period.
1
1
Contribution
refers
to
how
much
the
position
contributed
to,
or
detracted
from,
the
Partners
Fund’s
investment
performance
during
the
Semi-Annual
Period.
Total
return
refers
to
the
security’s
total
return
during
the
entire
Semi-Annual
Period.
Semi-Annual
Period
One
Year
Three
Years
Annualized
Partners
Fund
+10.45%
+25.49%
+18.60%
S&P
500®
Index
+5.18%
+21.62%
+10.15%
Largest
Positive
Contributors
Largest
Negative
Contributors
Position
Contribution
Total
Return
Position
Contribution
Total
Return
Apollo
Global
Management
+2.66%
+43.85%
Warner
Bros.
Discovery
-1.12%
-28.08%
Blackstone
+1.45%
+24.02%
Waters
Corp.
-0.20%
-11.44%
Alphabet
+1.39%
+26.78%
Laboratory
Corp.
of
America
-0.16%
+2.69%
Beck
Mack
+
Oliver
Partners
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
September
30,
2023
The
Partners
Fund
has
had
a
long-running
investment
in
both
Blackstone
and
Apollo
Global
Management,
which
are
among
the
largest
alternative
asset
managers
and
which
we
have
written
about
in
several
prior
shareholder
letters.
Since
their
inception
decades
ago,
the
two
companies
have
excelled
at
raising
capital
and
investing
it.
In
recent
years,
their
businesses
have
become
more
valuable
by
virtue
of
their
successful
expansion
into
new
asset
classes,
perpetual
capital
vehicles,
and
the
retail
investor
channel.
We
believe
that
continued
progress
along
each
of
these
fronts,
especially
during
a
period
of
macroeconomic
volatility,
contributed
to
their
total
return
outperformance
during
the
Semi-Annual
Period.
The
Partners
Fund
has
also
had
a
long-running
investment
in
Alphabet,
whose
businesses
include
Google
search,
YouTube,
Google
cloud,
and
others.
Alphabet
had
underperformed
during
the
fiscal
year
ended
March
31,
2023,
on
account
of
a
deceleration
in
its
revenue
growth,
which
in
turn
followed
extraordinary
growth
in
its
various
businesses
as
the
economy
emerged
from
the
pandemic.
Alphabet’s
total
returns
during
the
Semi-Annual
Period
benefited
from
both
a
reacceleration
in
revenue
growth
as
well
as
an
improvement
in
its
valuation
multiple,
which
we
regarded
as
being
unduly
cheap
at
the
beginning
of
the
Semi-Annual
Period.
At
the
end
of
the
Semi-Annual
Period,
Apollo
Global
Management,
Blackstone,
and
Alphabet
were
the
three
largest
positions,
respectively.
The
size
of
the
positions
and
their
individual
total
returns
were
important
factors
in
the
Partners
Fund’s
outperformance
during
the
Semi-Annual
Period.
We
remain
enthusiastic
about
all
three
investments
and
the
outlook
for
the
underlying
businesses
to
continue
to
compound
intrinsic
value.
The
largest
negative
contributor
during
the
Semi-Annual
Period
was
Warner
Bros.
Discovery
(“WBD”),
which
we
have
discussed
in
prior
shareholder
letters.
From
a
business
standpoint,
we
remain
satisfied
with
the
company’s
ongoing
integration
of
the
acquired
Warner
Media
assets
(which
include
HBO,
CNN,
Warner
Bros.,
and
others),
realization
of
expense
synergies,
and
rapid
paydown
of
debt.
From
a
stock
standpoint,
the
performance
during
the
Semi-Annual
Period
partly
reflects
the
extraordinary
returns
generated
during
the
first
three
months
of
calendar
year
2023.
During
the
three
months
ended
March
31,
2023,
WBD
generated
a
total
return
of
+59.28%
vs.
+7.48%
for
the
S&P
500.
During
the
nine
months
ended
September
30,
2023,
WBD
generated
a
total
return
of
+14.56%
vs.
+13.06%
for
the
S&P
500.
The
other
two
largest
negative
contributors,
Waters
Corp.
and
Laboratory
Corp.
of
America
(“Labcorp”),
are
healthcare
businesses,
and
the
healthcare
sector
itself
underperformed
during
the
Semi-Annual
Period,
having
generated
a
total
return
of
+0.22%
vs.
+5.18%
for
the
S&P
500.
Thus,
Labcorp
modestly
outperformed
its
sector.
Waters
Corp.
is
yet
another
long-
term
investment
of
the
Partners
Fund
and
is
an
excellent
life
sciences
business
that
specializes
in
mass
spectrometry
and
liquid
chromatography.
The
business
overall
has
been
performing
well,
though
more
than
15%
of
its
consolidated
revenue
is
generated
in
China,
and
the
slowdown
in
that
market
has
been
a
headwind
for
the
company
in
recent
quarters.
We
believe
that
Waters
Corp.
has
an
attractive
position
in
the
Chinese
market
and
that
the
slowdown
there
will
prove
to
be
temporary.
New
&
Exited
Positions
The
following
table
indicates
the
two
new
positions
that
were
initiated
and
the
two
positions
that
were
exited
during
the
Semi-Annual
Period.
Beck
Mack
+
Oliver
Partners
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
September
30,
2023
Labcorp
is
primarily
a
US-based
clinical
lab
business.
Almost
a
decade
ago,
it
entered
the
contract
research
organization
(“CRO”)
market
via
the
acquisition
of
a
company
called
Covance,
which
performed
outsourced
clinical
trials
for
biopharmaceutical
companies.
In
July
of
this
year,
Labcorp
spun
off
its
global
CRO
business,
which
was
renamed
Fortrea.
As
a
shareholder
of
Labcorp,
the
Partners
Fund
automatically
became
a
shareholder
of
Fortrea
upon
the
spinoff,
and
we
subsequently
purchased
more
shares
in
the
open
market.
The
CRO
market
has
attractive
growth
characteristics
based
on
the
growth
in
research
and
development
spending
by
the
biopharmaceutical
industry
and
on
the
outsourcing
of
clinical
trial
work.
As
an
independent
company,
Fortrea
has
an
opportunity
to
increase
margins
to
levels
more
inline
with
those
of
its
peers.
We
are
also
enthusiastic
about
CEO
Tom
Pike,
who
previously
ran
and
sold
a
public
CRO.
Rush
Enterprises
is
the
largest
commercial
truck
dealership
in
North
America
and
has
an
excellent
aftermarket
franchise
that
generates
a
majority
of
the
company’s
earnings.
We
believe
that
CEO
Rusty
Rush
is
highly
capable
and
well
aligned
with
shareholders
via
his
more
than
10%
ownership
of
the
company.
The
balance
sheet
is
conservatively
underleveraged
and
the
company
has
consistently
generated
strong
returns
on
capital.
We
believe
that
our
entry
prices
in
both
Fortrea
and
Rush
Enterprises
correspond
to
attractive
valuations,
especially
for
businesses
that
we
expect
to
generate
significant
growth
in
the
coming
years.
The
Partners
Fund
initiated
an
investment
in
Advanced
Drainage
Systems
in
calendar
year
2019
and
exited
the
position
during
the
Semi-Annual
Period.
Our
cost
basis
was
approximately
$26
per
share
and
the
share
price
at
which
the
final
shares
were
sold
was
nearly
$99.
The
principal
factor
in
our
decision
to
sell
was
that
prospective
total
returns
had
compressed
relative
to
when
we
initiated
the
investment,
primarily
as
a
result
of
an
expansion
in
the
valuation
multiple.
During
the
Semi-Annual
Period,
we
also
exited
Teva
Pharmaceutical
Industries,
which
we
have
written
about
in
prior
shareholder
letters.
Although
the
company
has
successfully
disposed
of
its
opioid-related
liabilities,
we
determined
that
under
the
new
CEO
the
company
could
become
less
focused
on
margin
expansion
and
disciplined
capital
allocation,
and
we
were
more
excited
about
other
opportunities
in
the
portfolio.
Other
Portfolio
Observations
As
of
the
end
of
the
Semi-Annual
Period,
the
Partners
Fund
held
26
equity
positions,
with
the
10
largest
positions
representing
57.7%
of
net
assets.
This
compares
to
26
equity
positions,
with
the
10
largest
positions
representing
55.6%
of
net
assets,
as
of
March
31,
2023.
As
of
the
end
of
the
Semi-Annual
Period,
the
largest
sector
exposures
were
financials
(46.0%
of
net
assets),
industrials
(12.9%),
and
healthcare
(12.4%),
and
cash
represented
less
than
1%
of
net
assets.
Beck
Mack
+
Oliver
Partners
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
September
30,
2023
As
of
the
end
of
the
Semi-Annual
Period,
the
Partners
Fund
had
an
estimated
net
capital
loss
carryforward
of
approximately
$10.2
million,
or
approximately
$3.60
per
share.
We
regard
this
carryforward
as
a
potentially
significant
source
a
future
value
for
the
Partners
Fund’s
shareholders,
as
it
may
be
utilized
to
offset
future
realized
capital
gains.
Outlook
&
Conclusion
One
of
the
more
notable
market
development
of
late
has
been
the
rapid
rise
in
the
longer-dated
US
Treasury
yields.
The
yield
on
the
30-year
US
Treasury
bond,
for
instance,
increased
from
3.86%
at
the
end
of
June
to
4.70%
at
the
end
of
September,
which
was
its
largest
quarterly
increase
since
the
first
quarter
of
calendar
2009.
A
major
contributor
to
this
yield
expansion,
in
our
opinion,
was
revised
expectations
regarding
the
future
interest
rate
policy
of
the
Federal
Reserve—not
necessarily
how
high
short-term
interest
rates
may
go,
but
how
long
they
may
stay
at
peak
levels.
Other
potential
factors
include
faster
expected
economic
growth,
higher
or
more
persistent
expected
inflation,
a
worsening
fiscal
outlook,
and
ongoing
efforts
by
the
Federal
Reserve
and
other
central
banks
to
shrink
their
holdings
of
government
bonds.
As
stock
investors,
however,
we
care
less
about
the
precise
composition
of
macroeconomic
causes
behind
the
rise
in
yields
than
about
what
higher
yields
portend
for
our
stock
selection.
Just
as
accelerating
inflation
during
2021
and
2022
underscored
the
importance
of
owning
businesses
with
pricing
power,
we
believe
higher
yields
today
put
companies
with
healthy
balance
sheets
and
smart
capital
allocation
at
a
distinct
advantage.
Interest
rates
are
ultimately
the
measure
of
the
cost
of
capital,
and
thus
businesses
that
generate
and
have
robust
access
to
capital—and
whose
management
teams
and
boards
of
directors
have
the
wherewithal
to
intelligently
deploy
it—are
more
likely
to
thrive
in
the
current
environment.
Thank
you
for
your
support.
Yours
sincerely,
John
C.
Ellis
Richard
C.
Fitzgerald
Beck
Mack
+
Oliver
Partners
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
September
30,
2023
Appendix:
Historical
Performance
Total
returns
for
the
Partners
Fund
and
the
S&P
500
Index
for
the
periods
ended
September
30,
2023,
were
as
follows:
Performance
data
quoted
represent
past
performance
and
are
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
an
investor’s
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
Shares
redeemed
or
exchanged
within
60
days
of
purchase
will
be
charged
a
2.00%
redemption
fee.
As
stated
in
the
current
prospectus,
the
Partners
Fund’s
annual
operating
expense
ratio
(gross)
is
1.68%.
However,
the
Partners
Fund’s
adviser
has
agreed
to
contractually
waive
its
fees
and/or
reimburse
expenses
to
limit
total
operating
expenses
to
1.00%
through
at
least
July
31,
2024;
otherwise
performance
shown
would
have
been
lower.
For
the
most
recent
month-end
performance,
please
call
(800)
943-6786.
Returns
greater
than
one
year
are
annualized.
IMPORTANT
RISKS
AND
DISCLOSURE:
There
is
no
assurance
that
the
Partners
Fund
will
achieve
its
investment
objective.
An
investment
in
the
Partners
Fund
is
subject
to
risk,
including
the
possible
loss
of
principal
amount
invested.
The
risks
associated
with
the
Partners
Fund
include:
equity
and
convertible
securities
risk,
foreign
securities
risk,
management
risk,
fixed
income
securities
risk,
noninvestment
grade
securities
risk,
liquidity
risk,
non-diversification
risk,
and
business
development
risk.
The
Partners
Fund
may
invest
in
small
and
mid-sized
capitalization
companies,
and
such
companies
may
carry
greater
risk
than
is
customarily
associated
with
larger
companies
for
various
reasons,
such
as
narrower
markets,
limited
financial
resources,
and
less
liquid
stock.
The
Partners
Fund
may
invest
in
large
capitalization
companies,
and
such
companies
may
underperform
other
segments
of
the
market
for
various
reasons,
such
as
lower
responsiveness
to
competitive
challenges
or
opportunities
and
an
inability
to
attain
high
growth
rates
during
periods
of
economic
expansion.
The
S&P
500
Index
is
a
broad-based,
unmanaged
measurement
of
changes
in
stock
market
conditions
based
on
the
average
of
500
widely
held
common
stocks.
The
total
returns
of
the
S&P
500
Index
and
of
the
Partners
Fund
include
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Partners
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
S&P
500
Index
does
not
include
expenses.
The
Partners
Fund
is
professionally
managed
while
the
S&P
500
Index
is
unmanaged
and
is
not
available
for
investment.
It
is
not
possible
to
invest
directly
in
an
index.
This
letter
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio.
All
current
and
future
holdings
are
subject
to
risk
and
to
change.
The
views
in
this
report
were
those
of
the
Partners
Fund
managers
as
of
September
30,
2023,
and
may
not
reflect
their
views
on
the
date
this
report
is
first
published
or
any
time
thereafter.
These
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Partners
Fund
and
do
not
constitute
investment
advice.
Annualized
Returns
Semi-Annual
Period
One
Year
Three
Years
Five
Years
Ten
Years
Since
Inception
(4/19/91)
Partners
Fund
+10.45%
+25.49%
+18.60%
+8.43%
+6.37%
+8.61%
S&P
500®
Index
+5.18%
+21.62%
+10.15%
+9.92%
+11.91%
+9.90%
As
of
the
end
of
the
Semi-Annual
Period,
the
Partners
Fund
had
an
estimated
net
capital
loss
carryforward
of
approximately
$10.2
million,
or
approximately
$3.60
per
share.
We
regard
this
carryforward
as
a
potentially
significant
source
a
future
value
for
the
Partners
Fund’s
shareholders,
as
it
may
be
utilized
to
offset
future
realized
capital
gains.
Outlook
&
Conclusion
One
of
the
more
notable
market
development
of
late
has
been
the
rapid
rise
in
the
longer-dated
US
Treasury
yields.
The
yield
on
the
30-year
US
Treasury
bond,
for
instance,
increased
from
3.86%
at
the
end
of
June
to
4.70%
at
the
end
of
September,
which
was
its
largest
quarterly
increase
since
the
first
quarter
of
calendar
2009.
A
major
contributor
to
this
yield
expansion,
in
our
opinion,
was
revised
expectations
regarding
the
future
interest
rate
policy
of
the
Federal
Reserve—not
necessarily
how
high
short-term
interest
rates
may
go,
but
how
long
they
may
stay
at
peak
levels.
Other
potential
factors
include
faster
expected
economic
growth,
higher
or
more
persistent
expected
inflation,
a
worsening
fiscal
outlook,
and
ongoing
efforts
by
the
Federal
Reserve
and
other
central
banks
to
shrink
their
holdings
of
government
bonds.
As
stock
investors,
however,
we
care
less
about
the
precise
composition
of
macroeconomic
causes
behind
the
rise
in
yields
than
about
what
higher
yields
portend
for
our
stock
selection.
Just
as
accelerating
inflation
during
2021
and
2022
underscored
the
importance
of
owning
businesses
with
pricing
power,
we
believe
higher
yields
today
put
companies
with
healthy
balance
sheets
and
smart
capital
allocation
at
a
distinct
advantage.
Interest
rates
are
ultimately
the
measure
of
the
cost
of
capital,
and
thus
businesses
that
generate
and
have
robust
access
to
capital—and
whose
management
teams
and
boards
of
directors
have
the
wherewithal
to
intelligently
deploy
it—are
more
likely
to
thrive
in
the
current
environment.
Thank
you
for
your
support.
Yours
sincerely,
John
C.
Ellis
Richard
C.
Fitzgerald
Beck
Mack
+
Oliver
Partners
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
September
30,
2023
On
December
1,
2009,
a
limited
partnership
managed
by
the
adviser
reorganized
into
the
Partners
Fund.
The
predecessor
limited
partnership
maintained
an
investment
objective
and
investment
policies
that
were,
in
all
material
respects,
equivalent
to
those
of
the
Partners
Fund.
The
Partners
Fund’s
performance
for
the
periods
before
December
1,
2009,
is
that
of
the
limited
partnership
and
includes
the
expenses
of
the
limited
partnership,
which
were
lower
than
the
Partners
Fund’s
current
expenses,
except
for
2008
where
the
expenses
of
the
limited
partnership
were
higher.
The
performance
prior
to
December
1,
2009,
is
based
on
calculations
that
are
different
from
the
standardized
method
of
calculations
by
the
SEC.
If
the
limited
partnership’s
performance
had
been
readjusted
to
reflect
the
estimated
expenses
of
the
Partners
Fund
for
its
first
Semi-
Annual
Period,
the
performance
would
have
been
lower.
The
limited
partnership
was
not
registered
under
the
Investment
Company
Act
of
1940
(“1940
Act”)
and
was
not
subject
to
certain
investment
limitations,
diversification
requirements,
and
other
restrictions
imposed
by
the
1940
Act
and
the
Internal
Revenue
Code
of
1986,
which,
if
applicable,
may
have
adversely
affected
its
performance.
Fund
holdings
and/or
sector
allocations
are
subject
to
change
at
any
time
and
should
not
be
considered
a
recommendation
to
buy
or
sell
any
security.
Current
and
future
holdings
are
subject
to
risk.
For
a
complete
list
of
fund
holdings,
please
refer
to
the
Schedule
of
Investments
in
this
report.
Beck
Mack
+
Oliver
Partners
Fund
PERFORMANCE
CHART
AND
ANALYSIS
September
30,
2023
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
Beck,
Mack
+
Oliver
Partners
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
S&P
500®
Index
(the
“S&P
500”),
over
the
past
10
fiscal
years.
The
S&P
500
is
a
broad-based
measurement
of
the
U.S.
stock
market
based
on
the
performance
of
500
widely
held
large
capitalization
common
stocks.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
a
$10,000
Investment
Beck
Mack
+
Oliver
Partners
Fund
vs.
S&P
500
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(800)
943-6786.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratio
(gross)
is
1.68%.
However,
the
Fund’s
adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
acquired
fund
fees
and
expenses
and
extraordinary
expenses)
to
1.00%,
through
July
31,
2024
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
During
the
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
Shares
redeemed
or
exchanged
within
60
days
of
purchase
will
be
charged
a
2.00%
redemption
fee.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
Average
Annual
Total
Returns
Periods
Ended
September
30,
2023
One
Year
Five
Year
Ten
Year
Beck
Mack
+
Oliver
Partners
Fund
25.49%
8.43%
6.37%
S&P
500®
Index
21.62%
9.92%
11.91%
Beck
Mack
+
Oliver
Partners
Fund
PORTFOLIO
PROFILE
September
30,
2023
PORTFOLIO
HOLDINGS
%
of
Total
Investments
Beck
Mack
+
Oliver
Partners
Fund
SCHEDULE
OF
INVESTMENTS
September
30,
2023
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
September
30,
2023.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
includes
Common
Stock
and
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
instrument
type
and
industry.
Shares
Security
Description
Value
Common
Stock
-
99.5%
Communication
Services
-
9.1%
26,000
Alphabet,
Inc.,
Class C
(a)
$
3,428,100
140,000
Warner
Bros
Discovery,
Inc.
(a)
1,520,400
4,948,500
Consumer
Discretionary
-
3.3%
12,000
Hilton
Worldwide
Holdings,
Inc.
1,802,160
Energy
-
3.5%
70,000
Enterprise
Products
Partners
LP
1,915,900
Financials
-
46.0%
51,000
Apollo
Global
Management,
Inc.
4,577,760
13,000
Arthur
J
Gallagher
&
Co.
2,963,090
37,000
Blackstone,
Inc.,
Class A
3,964,180
6,000
Credit
Acceptance
Corp.
(a)
2,760,720
12,000
Enstar
Group,
Ltd.
(a)
2,904,000
23,000
Fiserv,
Inc.
(a)
2,598,080
8,000
JPMorgan
Chase
&
Co.
1,160,160
5,500
Mastercard,
Inc.,
Class A
2,177,505
35,000
The
Charles
Schwab
Corp.
1,921,500
25,026,995
Health
Care
-
12.4%
6,000
Abbott
Laboratories
581,100
35,000
Fortrea
Holdings,
Inc.
(a)
1,000,650
9,000
Laboratory
Corp.
of
America
Holdings
1,809,450
80,000
RadNet,
Inc.
(a)
2,255,200
4,000
Waters
Corp.
(a)
1,096,840
6,743,240
Industrials
-
12.9%
43,000
Ashtead
Group
PLC
2,630,054
11,000
Ferguson
PLC
1,809,170
15,000
Rush
Enterprises,
Inc.,
Class A
612,450
70,000
Zurn
Elkay
Water
Solutions
Corp.
1,961,400
7,013,074
Information
Technology
-
8.4%
16,000
CoStar
Group,
Inc.
(a)
1,230,240
10,500
Microsoft
Corp.
3,315,375
4,545,615
Materials
-
2.1%
4,500
The
Sherwin-Williams
Co.
1,147,725
Real
Estate
-
1.8%
130,000
Tricon
Residential,
Inc.
962,000
Total
Common
Stock
(Cost
$32,895,311)
54,105,209
Shares
Security
Description
Value
Money
Market
Fund
-
0.6%
351,427
First
American
Government
Obligations
Fund,
Class X,
5.27%
(b)
(Cost
$351,427)
$
351,427
Investments,
at
value
-
100.1%
(Cost
$33,246,738)
$
54,456,636
Other
Assets
&
Liabilities,
Net
-
(0.1)%
(71,843)
Net
Assets
-
100.0%
$
54,384,793
LP
Limited
Partnership
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
(b)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
September
30,
2023.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
54,456,636
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
54,456,636
Beck
Mack
+
Oliver
Partners
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
September
30,
2023
See
Notes
to
Financial
Statements.
*
Shares
redeemed
or
exchanged
within
60
days
of
purchase
are
charged
a
2.00%
redemption
fee.
ASSETS
Investments,
at
value
(Cost
$33,246,738)
$
54,456,636
Receivables:
Dividends
7,455
Prepaid
expenses
19,420
Total
Assets
54,483,511
LIABILITIES
Payables:
Fund
shares
redeemed
35,973
Accrued
Liabilities:
Investment
adviser
fees
16,262
Trustees’
fees
and
expenses
172
Fund
services
fees
20,025
Other
expenses
26,286
Total
Liabilities
98,718
NET
ASSETS
$
54,384,793
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
42,248,758
Distributable
Earnings
12,136,035
NET
ASSETS
$
54,384,793
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
2,842,163
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
$
19.13
Beck
Mack
+
Oliver
Partners
Fund
STATEMENT
OF
OPERATIONS
For
the
Six
Months
Ended
September
30,
2023
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$2,262)
$
352,954
Total
Investment
Income
352,954
EXPENSES
Investment
adviser
fees
270,445
Fund
services
fees
95,258
Custodian
fees
5,279
Registration
fees
11,556
Professional
fees
23,145
Trustees'
fees
and
expenses
3,160
Other
expenses
41,598
Total
Expenses
450,441
Fees
waived
(179,996)
Net
Expenses
270,445
NET
INVESTMENT
INCOME
82,509
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on:
Investments
657,950
Foreign
currency
transactions
123
Net
realized
gain
658,073
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
4,472,779
NET
REALIZED
AND
UNREALIZED
GAIN
5,130,852
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
5,213,361
Beck
Mack
+
Oliver
Partners
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
September
30,
2023
For
the
Year
Ended
March
31,
2023
OPERATIONS
Net
investment
income
$
82,509
$
222,006
Net
realized
gain
(loss)
658,073
(2,736,783)
Net
change
in
unrealized
appreciation
(depreciation)
4,472,779
(4,496,538)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
5,213,361
(7,011,315)
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
–
(17,575)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
591,808
2,249,501
Reinvestment
of
distributions
–
16,536
Redemption
of
shares
(1,383,876)
(4,758,998)
Redemption
fees
34
2,132
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(792,034)
(2,490,829)
Increase
(Decrease)
in
Net
Assets
4,421,327
(9,519,719)
NET
ASSETS
Beginning
of
Period
49,963,466
59,483,185
End
of
Period
$
54,384,793
$
49,963,466
SHARE
TRANSACTIONS
Sale
of
shares
31,123
129,698
Reinvestment
of
distributions
–
1,000
Redemption
of
shares
(73,770)
(268,263)
Decrease
in
Shares
(42,647)
(137,565)
Beck
Mack
+
Oliver
Partners
Fund
FINANCIAL
HIGHLIGHTS
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
September
30,
2023
For
the
Years
Ended
March
31,
2023
2022
2021
2020
2019
NET
ASSET
VALUE,
Beginning
of
Period
$
17.32
$
19.68
$
16.77
$
9.27
$
11.24
$
11.56
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.03
0.08
0.06
0.10
0.12
0.14
Net
realized
and
unrealized
gain
(loss)
1.78
(2.43)
2.84
7.48
(2.03)
(0.46)
Total
from
Investment
Operations
1.81
(2.35)
2.90
7.58
(1.91)
(0.32)
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
–
(0.01)
–
(0.08)
(0.06)
–
Total
Distributions
to
Shareholders
–
(0.01)
–
(0.08)
(0.06)
–
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.01
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Period
$
19.13
$
17.32
$
19.68
$
16.77
$
9.27
$
11.24
TOTAL
RETURN
10.45%(c)
(11.96)%
17.35%
81.97%
(17.17)%
(2.77)%
RATIOS/
SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
54,385
$
49,963
$
59,483
$
47,464
$
27,161
$
36,760
Ratios
to
Average
Net
Assets:
Net
investment
income
0.31%(d)
0.44%
0.30%
0.82%
1.01%
1.19%
Net
expenses
1.00%(d)
1.00%
1.00%
1.00%
1.00%
1.00%
Gross
expenses
(e)
1.67%(d)
1.68%
1.58%
1.86%
1.80%
1.74%
PORTFOLIO
TURNOVER
RATE
4%(c)
11%
15%
18%
10%
17%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
Beck
Mack
+
Oliver
Partners
Fund
NOTES
TO
FINANCIAL
STATEMENTS
September
30,
2023
Note
1.
Organization
The
Beck,
Mack
+
Oliver
Partners
Fund
(the
“Fund”)
is
a
non-diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
commenced
operations
on
December
1,
2009,
after
it
acquired
the
net
assets
of
BMO
Partners
Fund,
L.P.
(the
“Partnership”),
in
exchange
for
Fund
shares.
The
Partnership
commenced
operations
in
1991.
The
Fund
seeks
long-term
capital
appreciation
with
the
preservation
of
capital.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
period.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Debt
securities
may
be
valued
at
prices
supplied
by
a
fund’s
pricing
agent
based
on
broker
or
dealer
supplied
valuations
or
matrix
pricing,
a
method
of
valuing
securities
by
reference
to
the
value
of
other
securities
with
similar
characteristics
such
as
rating,
interest
rate
and
maturity.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust’s
Board
of
Trustees
(the
“Board”)
has
designated
the
Adviser,
as
defined
in
Note
3,
as
the
Fund’s
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
the
Fund.
The
Adviser
is
subject
to
the
oversight
of
the
Board
and
certain
reporting
and
other
requirements
intended
to
provide
the
Board
the
information
needed
to
oversee
the
Adviser’s
fair
value
determinations.
The
Adviser
is
responsible
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
in
accordance
with
policies
and
procedures
that
have
been
approved
by
the
Board.
Under
these
procedures,
the
Adviser
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Board
has
approved
the
Adviser’s
fair
valuation
procedures
as
a
part
of
the
Fund’s
compliance
program
and
will
review
any
changes
made
to
the
procedures.
The
Adviser
provides
fair
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Adviser
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Beck
Mack
+
Oliver
Partners
Fund
NOTES
TO
FINANCIAL
STATEMENTS
September
30,
2023
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
that
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
September
30,
2023,
for
the
Fund’s
investments
is
included
at
the
end
of
the
Fund’s
schedule
of
investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-
dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par,
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Distributions
to
Shareholders
–
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
net
foreign
currency
gains
realized
by
the
Fund
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
–
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
Beck
Mack
+
Oliver
Partners
Fund
NOTES
TO
FINANCIAL
STATEMENTS
September
30,
2023
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
Statement
of
Operations.
During
the
period,
the
Fund
did
not
incur
any
interest
or
penalties.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
September
30,
2023,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
60
days
of
purchase
will
incur
a
redemption
fee
of
2.00%
of
the
current
NAV
of
shares
redeemed
or
exchanged,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
the
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
The
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contracts.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
The
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
the
Fund’s
balance
sheet.
Note
3.
Fees
and
Expenses
Investment
Adviser
–
Beck
Mack
+
Oliver
LLC
(the
“Adviser”)
is
the
investment
adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
1.00%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC,
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(d/b/a
ACA
Group)
(the
“Distributor”),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Fund.
The
Fund
does
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Fund
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Beck
Mack
+
Oliver
Partners
Fund
NOTES
TO
FINANCIAL
STATEMENTS
September
30,
2023
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
for
the
Chairman).
The
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
the
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-of-pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
the
Fund
is
disclosed
in
the
Statement
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
the
Fund.
Note
4.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
acquired
fund
fees
and
expenses
and
extraordinary
expenses
)
to
1.00%
,
through
at
least
July
31,
2024.
During
the
period
ended
September
30,
2023,
fees
waived
were
$179,996.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments,
during
the
period
ended
September
30,
2023
were
$2,022,602
and
$2,713,795,
respectively.
Note
6.
Federal
Income
Tax
As
of
September
30,
2023,
the
cost
of
investments
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes and
the
components
of
net
unrealized appreciation were
as
follows:
As
of
March
31,
2023,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
partnerships,
wash
sales
and
return
of
capital
on
equity
securities.
As
of
March
31,
2023,
the
Fund
had
$4,
874
,
5
4
5
of
available
short-term
capital
loss
carryforwards
and
$
6
,
024
,
936
of
available
long-term
capital
loss
carryforwards
that
have
no
expiration
date.
Gross
Unrealized
Appreciation
$
23,309,982
Gross
Unrealized
Depreciation
(2,100,084)
Net
Unrealized
Appreciation
$
21,209,898
Undistributed
Ordinary
Income
$
18,044
Capital
and
Other
Losses
(10,899,481)
Unrealized
Appreciation
17,804,111
Total
$
6,922,674
Beck
Mack
+
Oliver
Partners
Fund
NOTES
TO
FINANCIAL
STATEMENTS
September
30,
2023
Note
7.
Recent
Accounting
Pronouncements
In
June
2022,
the
Financial
Accounting
Standards
Board
issued
Accounting
Standards
Update
2022-03,
which
amends
Fair
Value
Measurement
(Topic
820);
Fair
Value
Measurement
of
Equity
Securities
Subject
to
Contractual
Sale
Restrictions
(“ASU
2022-03”).
ASU
2022-03
clarifies
guidance
for
fair
value
measurement
of
an
equity
security
subject
to
a
contractual
sale
restriction
and
establishes
new
disclosure
requirements
for
such
equity
securities.
ASU
2022-03
is
effective
for
fiscal
years
beginning
after
December
15,
2023,
and
for
interim
periods
within
those
fiscal
years,
with
early
adoption
permitted.
Management
is
currently
evaluating
the
impact
of
these
amendments
on
the
financial
statements.
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
the
Fund
has
had
no
such
events.
Management
has
evaluated
the
need
for
additional
disclosures
and/or
adjustments
resulting
from
subsequent
events.
Based
on
this
evaluation,
no
additional
disclosures
or
adjustments
were
required.
Beck
Mack
+
Oliver
Partners
Fund
ADDITIONAL
INFORMATION
September
30,
2023
Liquidity
Risk
Management
Program
The
Fund
has
adopted
and
implemented
a
written
liquidity
risk
management
program,
as
required
by
Rule
22e-4
(the
“Liquidity
Rule”)
under
the
Investment
Company
Act
of
1940,
as
amended.
The
liquidity
risk
management
program
is
reasonably
designed
to
assess
and
manage
the
Fund’s
liquidity
risk,
taking
into
consideration,
among
other
factors,
the
Fund’s
investment
strategy
and
the
liquidity
of
the
portfolio
investments
during
normal
and
reasonably
foreseeable
stressed
conditions,
its
short
and
long-term
cash
flow
projections
and
its
cash
holdings
and
access
to
other
funding
sources.
The
Board
approved
the
designation
of
a
Liquidity
Committee
as
the
administrator
of
the
liquidity
risk
management
program
(the
“Program
Administrator”).
The
Program
Administrator
is
responsible
for
the
administration
and
oversight
of
the
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
regarding,
among
other
things,
the
program’s
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund’s
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2022
through
June
30,
2023
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
14,
2023.
The
Program
Administrator’s
written
report
stated
that:
(i)
the
Fund
is
able
to
meet
redemptions
in
normal
and
reasonably
foreseeable
stressed
conditions
and
without
significant
dilution
of
remaining
shareholders’
interests
in
the
Fund;
(ii)
the
Fund’s
strategy
is
appropriate
for
an
open-end
mutual
fund;
(iii)
the
liquidity
classification
determinations
regarding
the
Fund’s
portfolio
investments,
which
take
into
account
a
variety
of
factors
and
may
incorporate
analysis
from
one
or
more
third-party
data
vendors,
remained
appropriate;
(iv)
the
Fund
did
not
approach
the
internal
triggers
set
forth
in
the
liquidity
risk
management
program
or
the
regulatory
percentage
limitation
(15%)
on
holdings
in
illiquid
investments;
(v)
it
continues
to
be
appropriate
to
not
set
a
“highly
liquid
investment
minimum”
for
the
Fund
because
the
Fund
primarily
holds
“highly
liquid
investments”;
and
(vi)
the
liquidity
risk
management
program
remains
reasonably
designed
and
adequately
implemented
to
prevent
violations
of
the
Liquidity
Rule.
No
significant
liquidity
events
impacting
the
Fund
or
proposed
changes
to
the
Program
were
noted
in
the
report.
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(800)
943-6786
and
on
the
U.S.
Securities
and
Exchange
Commission's
("SEC")
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-
month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(800)
943-6786
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
redemption
fees
and
exchange
fees,
and
(2)
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
Beck
Mack
+
Oliver
Partners
Fund
ADDITIONAL
INFORMATION
September
30,
2023
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
April
1,
2023
through
September
30,
2023.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
redemption
fees
and
exchange
fees.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
Beginning
Account
Value
April
1,
2023
Ending
Account
Value
September
30,
2023
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Actual
$
1,000.00
$
1,104.51
$
5.26
1.00%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.00
$
5.05
1.00%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(183)
divided
by
366
to
reflect
the
half-year
period.
FOR
MORE
INFORMATION
Investment
Adviser
Beck
Mack
+
Oliver
LLC
565
Fifth
Ave,
19th
Floor
New
York,
NY
10017
www.beckmack.com
Transfer
Agent
Apex
Fund
Services,
LLC
P.O.
Box
588
Portland,
ME
04112
www.theapexgroup.com
Distributor
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
ME
04101
www.foreside.com
Beck
Mack
+
Oliver
Partners
Fund
P.O.
Box
588
Portland,
ME
04112
(800)
943-6786
www.beckmack.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
229-SAR-0923
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. INVESTMENTS.
(a)
Included as part of report to shareholders under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in
Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
(a)(1) Not applicable.
(a)(3) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds
| By: | /s/ Zachary Tackett | |
| | Zachary Tackett, Principal Executive Officer | |
| | | |
| Date: | December 1, 2023 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| By: | /s/ Zachary Tackett | |
| | Zachary Tackett, Principal Executive Officer | |
| | | |
| Date: | December 1, 2023 | |
| By: | /s/ Karen Shaw | |
| | Karen Shaw, Principal Financial Officer | |
| | | |
| Date: | December 1, 2023 | |
